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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report:
JUNE 27, 1997
(Date of Earliest Event Reported)
INNOVASIVE DEVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)
0-28492 04-3132641
(Commission File Number) (I.R.S. Employer Identification No.)
734 FOREST STREET, MARLBORO, MA 01752-3032
(Address of Principal Executive Offices)
(Zip Code)
(508) 460-8229
(Registrant's Telephone Number, Including Area Code)
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The registrant is filing this Form 8-K/A to amend and restate registrant's
current report on Form 8-K filed on July 10, 1997 by resubmitting Exhibit 2.2
the form of which was originally submitted in error.
Item 2. Acquisition or Disposition of Assets.
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On June 27, 1997, pursuant to an Asset Purchase Agreement dated as of
February 4, 1997, as amended by a First Amendment to Asset Purchase Agreement
dated as of May 30, 1997 (the "Agreement"), a wholly-owned subsidiary of the
registrant acquired substantially all of the assets (the "Assets"), including
intellectual property related to orthopaedic medicine, and assumed substantially
all of the liabilities of MedicineLodge, Inc., a Delaware corporation
("MedicineLodge"). MedicineLodge is a privately held designer, developer and
manufacturer of orthopaedic medical devices, particularly implantable systems
and related instrumentation used in minimally invasive arthroscopic procedures
to repair injuries to the knee, and has approximately 30 employees located at
its Logan, Utah offices. The purchase price paid by the registrant to
MedicineLodge for the Assets was 1,885,000 shares of the registrant's common
stock. At the closing, the registrant issued 1,885,000 shares of its common
stock by delivering 1,696,500 of these shares to MedicineLodge and depositing
the remaining 188,500 shares into escrow with a bank for a one year period to
satisfy certain indemnified claims that may arise subsequent to the closing.
The registrant is obligated to file a registration statement to register the
1,885,000 shares for resale. In accordance with the Agreement, two shareholders
of MedicineLodge were elected as directors of the registrant. One of these two
directors also became an officer of the registrant pursuant to a four year
employment agreement. The other of these directors became a consultant to the
registrant pursuant to a four year consulting agreement. Additionally, another
shareholder of MedicineLodge became an officer of the registrant in accordance
with a four year employment agreement. These arrangements are more fully
detailed on page 23 of the registrant's definitive Proxy Statement for Annual
and Special Meeting of Stockholders held on June 27, 1997 (filed as Exhibit 99.1
hereto), and is incorporated herein by reference.
The purchase price of 1,885,000 shares was arrived at through a process of
negotiation involving the registrant and MedicineLodge taking into account,
among other factors, the ranges of valuation proposed by the registrant's
financial advisor and a consideration of the reasonable ranges of prices at
which the registrant's management and board of directors believed that the
registrant's stock would trade.
With respect to the Assets, the registrant intends to continue
MedicineLodge's business following the Closing.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired
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The following information appears in the registrant's definitive Proxy
Statement for Annual and Special Meeting of Stockholders held on June 27, 1997
(filed as Exhibit 99.1 hereto) on pages F-1 through F-14, and is incorporated
herein by reference:
Independent Auditors' Report
Balance Sheets as of December 31, 1996 and 1995
Statement of Changes in Stockholder's Equity for each
of the years ended December 31, 1996 and 1995
Statement of Cash Flows for each of the years ended December 31,
1996 and 1995
Notes to Financial Statements
Condensed Balance Sheet as of March 31, 1997 (unaudited)
Condensed Statement of Operations for each of the three month periods
ended March 31, 1997 and 1996 (unaudited)
Condensed Statement of Cash Flows for each of the three month periods
ending March 31, 1997 and 1996 (unaudited)
Notes to Unaudited Condensed Financial Statements
(b) Pro Forma Financial Information
The following information appears in the registrant's definitive Proxy
Statement for Annual and Special Meeting of Stockholders held on June 27, 1997
(filed as Exhibit 99.1 hereto) on pages 45 through 49, and is incorporated
herein by reference:
Pro Forma Condensed Combined Balance Sheet as of March 31, 1997
(unaudited)
Pro Forma Condensed Combined Statement of Operations for the year
ended December 31, 1996 (unaudited)
Pro Forma Condensed Combined Statement of Operations for the three
month period ended December 31, 1996 (unaudited)
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(c) Exhibits
The exhibit numbers in the following list correspond to the numbers
assigned to such exhibit in the Exhibit Table of Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
Exhibit No. Description of Document
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<S> <C>
2.1* Asset Purchase Agreement, dated February 4, 1997, by
and among the registrant, MedicineLodge and certain
shareholders of MedicineLodge, presented on pages A1-1
through A1-30 of Exhibit 99.1 hereto (the registrant
hereby undertakes to furnish omitted exhibits and
schedules upon request of the Commission).
</TABLE>
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<TABLE>
<S> <C>
2.2 First Amendment to Asset Purchase Agreement dated as of
May 30, 1997, by and among the registrant,
MedicineLodge and all shareholders of MedicineLodge.
4.1* Registration Rights Agreement, dated June 27,
1997 by and between the registrant and MedicineLodge.
99.1* Definitive Proxy Statement for Annual and Special
Meeting of Stockholders held on June 27, 1997.
</TABLE>
* Filed on Form 8-K filed with the Securities and Exchange Commission on July
10, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INNOVASIVE DEVICES, INC.
Dated: July 29, 1997 By: /s/ James V. Barrile
--------------------------
James V. Barrile
Vice President, Finance and Administration
DS1.354621.1
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EXHIBIT 2.2
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT effective as of May 30, 1997,
among Innovasive Devices, Inc. (the "Buyer"), MedicineLodge Inc. ("Seller"),
certain securityholders of Seller's capital stock (the "Shareholders") and
Innovasive Acquisition Corp., a wholly-owned subsidiary of the Buyer (the
"Subsidiary").
The Buyer, Seller and certain of the Shareholders entered a certain Asset
Purchase Agreement dated as of February 4, 1997 (the "Purchase Agreement")
pursuant to which the Buyer agreed to purchase, and Seller agreed to sell,
substantially all of the operating assets and liabilities of Seller. The
Purchase Agreement allows the Buyer to assign its rights under the Purchase
Agreement to a subsidiary, which the Buyer now wishes to do. In addition, the
Purchase Agreement may be terminated by a party if the transactions contemplated
therein are not consummated by June 16, 1997. The parties wish to extend such
date as set forth herein.
NOW THEREFORE, the parties agree as follows:
1. Assignment to Subsidiary. Pursuant to its right set forth in the last
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paragraph of Article I of the Purchase Agreement, the Buyer hereby assigns its
rights under the Purchase Agreement to the Subsidiary, the Subsidiary hereby
accepts such assignment, and Seller and the Shareholders hereby consent to such
assignment.
2. Extension of Termination Date. Section 9.1(b) of the Purchase
-----------------------------
Agreement is hereby amended by replacing therein both instances of "June 16"
with "July 31", thereby extending the date after which the parties may
unilaterally terminate the Purchase Agreement to July 31, 1997; and Section 3.1
of the Purchase Agreement is hereby amended by replacing therein "June 16" with
"July 31".
3. Parties. Effective as of May 30, 1997, the following persons are
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hereby joined as parties to the Purchase Agreement as Shareholders with all the
benefits and obligations thereto: Tom Winters, Kenneth Jensen, Dan Perkins,
Daniel Justin and Jeff J. Robbins.
4. 1997 Interim Financial Statements.
---------------------------------
(a) Section 2.3(a)(i) of the Purchase Agreement is hereby amended by
inserting therein "and the 1997 Interim Financial Statements with the exception
of the Employee withholdings attributable to the disclosure in Schedule 4.11"
after the reference to "1996 Financial Statements; and
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(b) Section 4.5(a) of the Purchase Agreement is hereby amended and
restated as follows:
"SECTION 4.5 Reports and Financial Statements.
(a) The Seller has delivered to Buyer a compiled balance sheet and
statement of operations for the fiscal year ended December 31, 1994, a reviewed
balance sheet and statement of operation for the fiscal year ended December 31,
1995 (the "Annual Financial Statements"), a balance sheet and income statement
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for the fiscal year ended December 31, 1996 (the "1996 Financial Statements")
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and a balance sheet and income statement for the interim period ending June 26,
1997 (the "1997 Interim Financial Statements") (the Annual Financial Statements,
the 1996 Financial Statements and the 1997 Interim Financial Statements are
collectively referred to as the "Seller Financial Statements"). The Annual
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Financial Statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis and fairly present the
financial condition of the Seller as of the dates thereof and the results of its
operations for the periods then ended. The 1996 Financial Statements and the
1997 Interim Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a basis consistent with the
Annual Financial Statements. The 1996 Financial Statements fairly present the
financial condition of the Seller as of December 31, 1996 and for the twelve
month period then ended, subject to the absence of notes thereto and normal
year-end audit adjustments, none of which is expected to be material, and have
been certified by the President of the Seller."
5. Excluded Assets. Schedule 1.1 is hereby amended to delete the
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existing items 8 and 9 and to add as new item 8:
"8. Note Receivables - Shareholders $338,381.28
(withholdings due in compensatory options)"
6. Excluded Liabilities. Section 2.3(b) of the Purchase Agreement is
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hereby amended by (a) deleting the word "or" before (vii) and (b) inserting at
---
the end of Section 2.3(b) "or (viii) employee withholdings in the amount of
----
$338,381.28." The parties acknowledge that the Subsidiary will assume $21,075.80
of the Seller's F.I.C.A. liabilities relating to the exercise by employees of
certain stock options.
7. Effect of Amendment. For purposes of the Purchase Agreement, the
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changes contained herein will be deemed to have been made to the Purchase
Agreement as of the date hereof. Except to the extent specifically amended
hereby, all terms of the Purchase Agreement shall remain in full force and
effect.
8. Counterparts. This Amendment Agreement may be executed in any number
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of counterparts, all of which taken together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
INNOVASIVE DEVICES, INC.
By: /s/ Richard D. Randall
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Richard D. Randall
President
INNOVASIVE ACQUISITION CORP.
By: /s/ James V. Barrile
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James V. Barrile
President
MEDICINE LODGE, INC.
By: /s/ Alan Chervitz
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Alan Chervitz
President
SHAREHOLDERS:
/s/ Tom Winters /s/ E. Marlowe Goble
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Tom Winters E. Marlowe Goble, M.D.
/s/ Kenneth Jensen /s/ Alan Chervitz
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Kenneth Jensen Alan Chervitz
/s/ Dan Perkins /s/ T. Wade Fallin
- ---------------------------- ------------------------------------------
Dan Perkins T. Wade Fallin
/s/ Daniel Justin /s/ Richard B. Caspari
- ---------------------------- ------------------------------------------
Daniel Justin Richard B. Caspari, M.D.
/s/ Jeff J. Robbins /s/ Judith B. Caspari
- ---------------------------- ------------------------------------------
Jeff J. Robbins Judith B. Caspari
/s/ Stephen J. Snyder
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Stephen J. Snyder, M.D., individually
/s/ Stephen J. Snyder
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Stephen J. Snyder, as Trustee of the
Stephen J. Snyder and Lee Ann Snyder
Family Trust
